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STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014The CONSULTANT, without prejudice to the terms of the Agreement, shall be liable to the STATE at any time both before and aftercompletion of the work and final payment for latent defects, fraud, or such gross mistakes as may amount to fraud, or as regards theSTATE’s rights under any warranty or guaranty.ARTICLE 11LIMITATIONS OF LIABILITYIn no event, whether under the provisions of this Agreement, as a result of breach hereof, tort (including negligence) or otherwise, shallthe STATE be liable to the CONSULTANT for any special, consequential, incidental or penal damages including, but not limited to,loss of profit or revenues, cost of capital, or interest of any nature.ARTICLE 12INDEMNIFICATIONThe CONSULTANT shall defend, indemnify, protect, and save harmless the STATE, its agents, servants, and employees from andagainst any and all suits, claims, losses, demands or damages of whatever kind or nature arising out of or claimed to arise out of anynegligent act, error, or omission of the CONSULTANT, its agents, servants, employees and subcontractors in the performance of thisAgreement. The CONSULTANT shall, at its own expense, appear, defend and pay all charges for attorneys and all costs and otherexpenses arising from such suit or claim or incurred in connection therewith. If any judgment shall be rendered against the STATE forwhich indemnification is provided under this paragraph, the CONSULTANT shall at its own expense satisfy and discharge the same.The STATE shall, as soon as practicable after a claim has been made against it, give written notice thereof to the CONSULTANTalong with full and complete particulars of the claim. If suit is brought against the STATE or any of its agents, servants, andemployees, the STATE shall expeditiously forward or have forwarded to the CONSULTANT every demand, complaint, notice,summons, pleading, or other process received by the STATE or its representatives.It is expressly agreed and understood that any approval by the STATE of the services performed and/or reports, plans or specificationsprovided by the CONSULTANT shall not operate to limit the obligations of the CONSULTANT assumed in this Article or in the otherprovisions of this Agreement. It is further understood and agreed that the STATE assumes no obligation to indemnify or save harmlessthe CONSULTANT, its agents, servants, employees and subcontractors from and against any claim which may arise out of theirperformance of this Agreement. Furthermore, the CONSULTANT expressly understands and agrees that the provisions of thisindemnification clause shall in no way limit the CONSULTANT’s obligations assumed in this Agreement, nor shall they be construedto relieve the CONSULTANT from any liability, nor preclude the STATE from taking any other actions available to it under any otherprovisions of this Agreement or otherwise in law.ARTICLE 13INSURANCEThe CONSULTANT shall procure and maintain at its own expense, until at least one year after the completion of all work performedunder this Agreement and any modification hereto, liability insurance for damages imposed by law and assumed under this Agreement,of the kinds and in the amounts hereinafter provided, from insurance companies admitted or approved to do business in the State ofNew Jersey. The CONSULTANT expressly understands and agrees that any insurance protection required by this Agreement shall inno way limit the CONSULTANT’s obligations assumed in this Agreement, and shall not be construed to relieve the CONSULTANTfrom liability in excess of such coverage, nor shall it preclude the STATE from taking such other actions as are available to it underany other provisions of this Agreement or otherwise in law.Such coverage must be purchased and maintained from insurance companies authorized to transact the business of insurance in theState of New Jersey and are rated *A-VIII* or better by A. M. Best Company. In each policy, the Contractor shall have incorporated aprovision, in accordance with the laws of New Jersey, requiring written notice to the Authority at least thirty (30) Days prior tocancellation or non-renewal of any insurance coverage required under this Section. The Contractor warrants if the insurer, or coverage,is not subject to statutory or other provisions requiring thirty (30) Day prior notification of cancellation or non-renewal, it will, in anyevent, provide notice, in writing, to the Authority immediately upon receipt of any cancellation or non-renewal of any insurancecoverage required under this Section.1.The types and minimum amount of insurance are as follows:(a)Comprehensive General Liability InsurancePAGE 5 OF 34

STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014The minimum limits of liability for this insurance shall be as follows:Bodily Injury LiabilityEach OccurrenceAggregate 1,000,000 2,000,000Property Damage LiabilityEach OccurrenceAggregate 1,000,000 2,000,000The above required Comprehensive General Liability Insurance shall name the STATE as an additional insured.The coverage to be provided under this policy shall be at least as broad as the standard, basic unamended andunendorsed comprehensive general liability policy and shall include contractual liability coverage. The aggregatelimits may be increased by the STATE, in its sole discretion, in order to provide adequate protection to the STATE.(b)Comprehensive Automobile Liability InsuranceThe Comprehensive Automobile Liability policy shall cover owned, non-owned and hired vehicles with minimumlimits as follows:Bodily Injury LiabilityEach PersonEach Occurrence 500,000 1,000,000Property Damage LiabilityEach Occurrence 250,0002.(c)Workers’ Compensation and Employers’ LiabilityWorkers’ Compensation Insurance shall be provided in accordance with the requirements of the laws of this Stateand shall include an endorsement to extend coverage to any State which may be interpreted to have legal jurisdiction.Employers’ Liability Insurance shall be provided with a limit of liability of not less than 100,000 for each accident.(d)Professional Liability InsuranceThe CONSULTANT shall carry Errors and Omissions, Professional Liability Insurance and/or ProfessionalMalpractice Insurance sufficient to protect the CONSULTANT from any liability arising out of professionalobligations performed pursuant to the requirements of this Agreement. This insurance shall be in the minimumamount of 1,000,000 and in such policy form as shall be approved by the STATE. Should the Consultant changecarriers during the term of this Agreement, the CONSULTANT shall obtain from its new Errors and Omissions,Professional Liability Insurance and/or Professional Malpractice Insurance carrier an endorsement for retroactivecoverage.The CONSULTANT shall, prior to commencement of the services required under this Agreement, provide the STATE withvalid Certificates of Insurance as evidence of the CONSULTANT’s insurance coverage in accordance with the foregoingprovisions. Such certificates of insurance shall specify that the insurance provided is of the types and is in the amountsrequired in 1(a), (b), (c) and (d) above.The Certificates submitted to the STATE shall clearly set forth all exclusions and deductible clauses. The STATE, in its solediscretion, may allow certain deductible clauses which it does not consider excessive, overly broad or harmful to the interestof the STATE. Standard exclusions will be allowed provided they are not inconsistent with the requirements set forth in 1a.,b., c., and d. above. Allowance of any additional exclusions will be in the discretion of the STATE. Regardless of theallowance of exclusions or deductions by the STATE, the CONSULTANT shall be responsible for the deductible limit of thepolicy and all exclusions consistent with the risks he assumes under this Agreement and as imposed by law.The Certificates shall provide for thirty (30) days notice in writing to the STATE prior to any cancellation, expiration, or nonrenewal during the term the insurance is required in accordance with this Agreement. The CONSULTANT shall further bePAGE 6 OF 34

STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014required to provide the State with valid certificates of renewal of the insurance upon the expiration of the policies. TheCONSULTANT shall also, upon request, provide the STATE with copies of each policy required under this Agreementcertified by the agent or underwriter to be true copies of the policies provided to the CONSULTANT. All certificates andcopies of insurance policies shall be forwarded to the New Jersey Department of Transportation, Division of Procurement,Bureau of Professional Services, F&A Building, PO Box 605, Trenton, NJ 08625-0605.In the event that the CONSULTANT provides evidence of insurance in the form of certificates of insurance valid for a periodof time less than the period during which the CONSULTANT is required by the terms of this Agreement to maintaininsurance, said certificates shall be acceptable, but the CONSULTANT shall be obligated to renew its insurance policies asnecessary and to provide new certificates of insurance from time to time, so that the STATE is continuously in possession ofevidence of the CONSULTANT’s insurance in accordance with the foregoing provisions.3.In the event the CONSULTANT fails or refuses to renew any of its insurance policies, or any policy is canceled, terminated,or modified so that the insurance does not meet the requirements of this Agreement, the STATE may refuse to make paymentof any further monies due under this Agreement or refuse to make payment of monies due or coming due under otheragreements between the CONSULTANT and the STATE. The STATE, in its sole discretion, may use monies retained underthis paragraph to renew the CONSULTANT’s insurance for the periods and amounts referred to above. During any periodwhen the required insurance is not in effect, the STATE may, at its option, either suspend work under this Agreement, orproceed to default the CONSULTANT and thereby terminate this Agreement.ARTICLE 14NOTICE“Written notice” shall be sufficiently given when delivered or sent by United States mail to the CONSULTANT’s projectrepresentative at his address, as shown in the Agreement, or to the STATE’s coordinator, respectively.ARTICLE 15TIME OF THE ESSENCEAll time limits as stated in the Agreement are of the essence.ARTICLE 16TECHNICAL AND ADMINISTRATIVE CONTROL DIRECTIVESCopies of all technical and administrative control directives pertaining to services required under this Agreement are in the possessionof the CONSULTANT, and the STATE will provide the CONSULTANT with copies of applicable future directives.ARTICLE 17CONSULTANTThe term “CONSULTANT” means the person, firm, or corporation which will perform the work. The term is used collectively toinclude the CONSULTANT and all other persons, firms, or corporations employed or contracted with by the CONSULTANT inconnection with this Agreement.ARTICLE 18SUBCONTRACTINGWhen the CONSULTANT intends to subcontract any work under this Agreement, the subcontract must be consented to by the STATEprior to the CONSULTANT entering into the subcontract. It is understood, however, that consent of the STATE for thesubcontracting of any work under this Agreement in no way relieves the CONSULTANT from its full obligations under theAgreement. The CONSULTANT shall at all times give personal attention to the fulfillment of this Agreement and shall keep the workunder its control. Consent to the subcontracting of any part of the work shall not be construed to be an approval of said subcontract orof any of its terms, but shall operate only as an approval of the CONSULTANT’s request for the making of a subcontract between theCONSULTANT and its chosen subcontractor. The CONSULTANT shall be responsible for all work performed by the subcontractor,which shall conform to the provisions of this Agreement. The CONSULTANT may not withhold retainage from SubconsultantsPAGE 7 OF 34

STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014ARTICLE 19CONSULTANT’S PROJECT REPRESENTATIVEThe CONSULTANT shall assign to the work a competent project representative who shall coordinate all phases of the work, includingadditions and revisions thereto, until final acceptance of the work. The project representative’s educational background and jobexperience shall be submitted to the STATE for review. The representative shall be approved by the STATE in writing. Therepresentative shall be available to the State at all reasonable times and all correspondence from the STATE to the CONSULTANTrelative to the Project shall be directed to him or her.ARTICLE 20REMOVAL OF CONSULTANT PERSONNELThe CONSULTANT shall not remove any project representative, consulting engineer, specialist or other person whose name issubmitted to the STATE as part of the CONSULTANT’s Expression of Interest or Proposal, without the STATE’s prior approval.The CONSULTANT acknowledges that the STATE relied on Project participation by all persons named in the Expression of Interestand Proposal in entering into this Agreement with the CONSULTANT. The STATE reserves the right to have such person replaced if,in the judgment of the STATE, any such person proves unsatisfactory.ARTICLE 21STATE’S RIGHT TO WITHHOLD PAYMENTSThe STATE shall have the right to withhold from payments due the CONSULTANT such sums as are necessary to protect the STATEagainst any loss or damage which may result from negligence or unsatisfactory work by the CONSULTANT, failure by theCONSULTANT to perform its obligations, or claims filed against the CONSULTANT or the STATE relating to the CONSULTANT’swork or resulting therefrom.ARTICLE 22MONITORING OF WORK BY STATEThe CONSULTANT shall allow representatives of the STATE to visit the office(s) of the CONSULTANT periodically, withoutnotice, in order to monitor work being performed under this Agreement.ARTICLE 23OWNERSHIP OF DOCUMENTS(Revised 10-8-14)Documents of every nature prepared under or as a result of this Agreement, including, but not limited to, all basic notes, sketches,drawings, specifications, computations, test data, survey results, models, photographs and renderings are the property of the STATE.They shall be delivered to the STATE in good condition and properly indexed prior to final payment. The STATE may use thesedocuments without reservation.The CONSULTANT may retain and use copies of all such documents. The CONSULTANT will not be responsible for anotherparty’s application of the information contained in such documents other than that for which the information was intended. Alltechnical data in regard to this Agreement, whether existing in the office of the CONSULTANT or existing in the offices of theSTATE, shall be made available to either party to this Agreement without expense to the other party.The CONSULTANT shall maintain all documentation related to products, transactions or services under this contract for a period offive (5) years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptrollerupon requestARTICLE 24MONTHLY REPORTINGRevised 04-7-2009PAGE 8 OF 34

STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014The CONSULTANT shall submit the following on a monthly basis to the STATE for its approval:1.2.Monthly Progress Reports are required regardless of billing activity. They shall include the following:a.A narrative description of the work performed during the reporting period and, if necessary, a discussion of anydifficulties or delays encountered;b.A comparison, by task, of work performed to the baseline schedule including a narrative which clearly depicts thepercentage completed by task;c.A comparison, by task, of costs incurred with amounts budgeted (not applicable to Fixed Price Agreements);d.The percentage of work completed to date;e.A list indicating those submissions for which the CONSULTANT is awaiting a response.Note: Monthly Progress reports will not be required on Construction Inspection Agreements or when notified by the Department.Invoices:a.The CONSULTANT shall prepare and submit two original company invoices for payment for work performed underthis Agreement on Payment Voucher (PV-C) forms supplied by the STATE.b.The CONSULTANT shall submit a separate company invoice for each billing under this Agreement which includesa grand summary and supporting summaries for each Consultant Agreement Modification for Extra Work and subconsultant work. If the agreement is a Term Agreement, supporting summaries for individual task orders arerequired, and must also detail sub-consultant work. A grand summary for the overall Term Agreement is notrequired.c.Each invoice shall contain, but is not limited to, the following:i.The Agreement number and, when applicable, the Consultant Agreement Modification or Task Ordernumber.ii.The Consultant Agreement date and Contract Id#.iii.The billing period covered by the invoice for the prime and Sub-consultant.iv.The amount of the current billing and the amount for the items listed as follows:d.e.f.g.a.For Cost Plus Fixed Fee Agreements:1.Salary Expense2.Payroll Burden & Overhead3.Non-Salary Direct Expense4.Sub-consultant Expense5.Proportional amount of Fixed Feeb.For Fixed Price Agreements Plus Direct Non-Salary Expense Agreements:1.Fixed Price Prime2.Fixed Price- Sub-consultant Expense3.Direct Non-Salary Expense (detailed by line item)c.For Fixed Price Agreements1.Fixed Price-Prime2.Fixed Price-Sub-consultantv.Other items as determined by the State and communicated to the Consultant inwriting.Receipts are not required to be submitted with an invoice for direct expenses unless noted within the contract, orrequested by the contract manager. The consultant is required to retain receipt and supportive documentation forpresentation at the time of audit.The CONSULTANT shall prepare the Final Invoice in accordance with the Agreement.The STATE will not process any invoice for payment without accompanying monthly progress reports for thecorresponding reporting periods.The STATE will not process for payment any monthly invoice that shows the total amount payable to be less than 2,000.00 for agreements with maximum project amounts in excess of 100,000.00 or less than 2% of the maximumproject amount for all other agreements, unless the CONSULTANT’s written justification for such a payment isapproved by the STATE. In no event however, will the CONSULTANT be precluded from submitting an invoice inPAGE 9 OF 34

STANDARD TERMS & CONDITIONS OF AGREEMENTREVISED 10-8-2014a lesser amount if there has been no project work performed in at least three months and the STATE has been sonotified.h.The Consultant and each subconsultant will be required to provide monthly employment and wage data to theDepartment via a web based application and on line electronic Form CC-257R, “Monthly Employment UtilizationReport”. All consultants and subsubconsultants must file employment and wage data reports no later than 10calendar days following the end of the reporting month. All employment and wage data must be verified as correctand accurate in corroboration with the certified payroll records. Consultants

Article 10 No Waiver of Legal Rights Article 11 Limitations of Liability Article 12 Indemnification Article 13 Insurance Article 14 Notice Article 15 Time of the Essence Article 16 Technical and Administrative Control Directives Article 17 Consultant Article 18 Subcontracting Article 19 Consultant's Project Representative .